Supplemental Deed



 




EXHIBIT
4.8






DATED
AS OF 30 SEPTEMBER 2005




NCL CORPORATION LTD.

(as borrower)




NORWEGIAN SPIRIT LIMITED

NORWEGIAN STAR LIMITED

PRIDE OF ALOHA, INC.

(as guarantors)




DnB NOR BANK ASA

(as agent)





 





FIRST SUPPLEMENTAL DEED TO

USD800,000,000 SECURED LOAN FACILITY AGREEMENT

dated 7 July 2004 (among other things)



 





STEPHENSON HARWOOD

One St Paul’s Churchyard

London EC4M 8SH

Tel: +44 (0)20 7329 4422

Fax: + 44 (0)20 7329 7100

Ref: 1253/43-00372/44-01581




 









 







CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1

	 	Definitions and Construction
	 	 	1	 
	 
	 	 	 	 	 	 
	2

	 	Amendment of Original Facility Agreement,
Original Guarantees, Original Mortgages and
Security Documents
	 	 	2	 
	 
	 	 	 	 	 	 
	3

	 	Conditions Precedent
	 	 	3	 
	 
	 	 	 	 	 	 
	4

	 	Representations and Warranties
	 	 	5	 
	 
	 	 	 	 	 	 
	5

	 	Expenses
	 	 	6	 
	 
	 	 	 	 	 	 
	6

	 	Further Assurance
	 	 	6	 
	 
	 	 	 	 	 	 
	7

	 	Counterparts
	 	 	6	 
	 
	 	 	 	 	 	 
	8

	 	Notices
	 	 	6	 
	 
	 	 	 	 	 	 
	9

	 	Governing Law
	 	 	7	 
	 
	 	 	 	 	 	 
	10

	 	Jurisdiction
	 	 	7	 
	 
	 	 	 	 	 	 
	Schedule 1

	 	Amendment of Original Facility Agreement
	 	 	10	 
	 
	 	 	 	 	 	 
	Schedule 2

	 	Amendment of Original Guarantees
	 	 	13	 
	 
	 	 	 	 	 	 
	Schedule 3

	 	Amendment of Original Mortgages — m.v.s “NORWEGIAN SPIRIT” and
“NORWEGIAN STAR”
	 	 	14	 
	 
	 	 	 	 	 	 
	Schedule 4

	 	Amendment of Original Mortgage — m.v. “PRIDE OF ALOHA”
	 	 	16	 
	 
	 	 	 	 	 	 
	Schedule 5

	 	Quarterly Statement of Financial Covenants
	 	 	18	 






 









 





FIRST SUPPLEMENTAL DEED




DATED                                                             2005




BETWEEN:





	(1)	 	NCL CORPORATION LTD. of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
borrower (the “Borrower”);
	 
	(2)	 	NORWEGIAN SPIRIT, LTD., a company incorporated under the laws of Bermuda and having its
registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda (“Norwegian
Spirit”);
	 
	(3)	 	NORWEGIAN STAR LIMITED, a company incorporated under the laws of the Isle of Man and having
its registered office at International House, Castle Hill, Victoria Road, Douglas, Isle of Man
IM2 4RB, British Isles (“Norwegian Star”);
	 
	(4)	 	PRIDE OF ALOHA, INC., a corporation organised under the laws of the State of Delaware, United
States of America and having its registered office at Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, United States of America “Pride of Aloha” and together
with Norwegian Spirit and Norwegian Star the “Guarantors”); and
	 
	(5)	 	DnB NOR BANK ASA of Stranden 21, NO-0021 Oslo, Norway as agent for itself and the Lenders
(the “Agent”).





WHEREAS:





	(A)	 	By a secured loan facility agreement dated 7 July 2004 (hereinafter as the same may from time
to time be amended, varied, supplemented and/or novated called the “Original Facility
Agreement”) made between (among others) (1) the Borrower as borrower (2) the banks whose names
and Lending Branches appear in schedule 1 to the Facility Agreement as lenders (the “Lenders”)
and (3) the Agent, the Lenders agreed to make available to the Borrower a loan facility of up
to eight hundred million Dollars (USD800,000,000) (the “Facility”). The repayment of the
Facility by the Borrower has been secured by (among other things) guarantees and indemnities
dated 16 July 2004 granted by the Guarantors (the “Original Guarantees”) and mortgages dated
16 July 2004 granted by the Guarantors respectively over m.v.s “NORWEGIAN SPIRIT”, “NORWEGIAN
STAR” and “PRIDE OF ALOHA” (the “Original Mortgages”).
	 
	(B)	 	The Borrower has requested the consent of the Lenders and the Agent to the amendment of
certain provisions of the Original Facility Agreement, the Original Guarantees and the
Original Mortgages to conform such provisions to similar provisions in other loan
documentation to which the Borrower and/or other members of the NCLC Group are party. This
Deed shall be executed as a deed.





NOW THIS DEED WITNESSES as follows:









	1	 	Definitions and Construction






	 	1.1	 	In this Deed including the preamble and recitals hereto (unless the context
otherwise requires) any term or expression defined in the preamble or the recitals
shall have the meaning ascribed to it therein and terms and expressions not




 









 






	 	 	 	defined herein but whose meanings are defined in the Facility Agreement shall have
the meanings set out therein. In addition, the following terms and expressions
shall have the meanings set out below:
	 
	 	 	 	“Facility Agreement” means the Original Facility Agreement as amended by this Deed;
	 
	 	 	 	“Guarantee” means an Original Guarantee as amended by this Deed; and
	 
	 	 	 	“Mortgage” means an Original Mortgage as amended by this Deed.
	 
	 	1.2	 	The provisions of Clauses 1.2 and 1.3 of the Facility Agreement shall apply
hereto (mutatis mutandis).










	2	 	Amendment of Original Facility Agreement, Original Guarantees, Original Mortgages and
Security Documents






	 	2.1	 	Subject to Clause 3, the parties hereto agree that from the date of this Deed
the Original Facility Agreement shall be read and construed as if:






	 	2.1.1	 	the clauses referred to in the first column of Schedule 1 had
been amended to read as set out in the second column of Schedule 1;
	 
	 	2.1.2	 	the following definition had been inserted in clause 1.1:
	 
	 	 	 	“Free Liquidity” means, at any date of determination, the aggregate of the
Cash Balance and any amounts freely available for drawing under the Facility
or any other revolving or other credit facilities of the NCLC Group, which
remain undrawn, could be drawn for general working capital purposes or other
general corporate purposes and would not, if drawn, be repayable within six
(6) months;”; and
	 
	 	2.1.3	 	schedule 6 had been deleted and substituted with Schedule 5.






	 	2.2	 	Subject to Clause 3, the parties hereto agree that from the date of this Deed
each of the Original Guarantees shall be read and construed as if the clauses referred
to in the first column of Schedule 2 had been amended to read as set out in the second
column of Schedule 2.
	 
	 	2.3	 	Subject to Clause 3, the parties hereto agree that from the date of this Deed
the deeds of covenants forming part of the Original Mortgages granted by Norwegian
Spirit and Norwegian Star over their Vessels shall be read and construed as if the
clauses referred to in the first column of Schedule 3 had been amended to read as set
out in the second column of Schedule 3.
	 
	 	2.4	 	Subject to Clause 3, the parties hereto agree that from the date of this Deed
the Original Mortgage granted by Pride of Aloha over its Vessel shall be read and
construed as if the clauses referred to in the first column of Schedule 4 had been
amended to read as set out in the second column of Schedule 4.
	 
	 	2.5	 	The Borrower and each of the Guarantors hereby confirms to the Agent that with
effect from the date of this Deed:





2









 






	 	2.5.1	 	all references to the Original Facility Agreement in the
Security Documents to which it is a party shall be construed as references to
the Facility Agreement and all terms used in such Security Documents whose
meanings are defined by reference to the Original Facility Agreement shall be
defined by reference to the Facility Agreement;
	 
	 	2.5.2	 	the Security Documents to which it is a party shall apply to,
and extend to secure, the whole of the Outstanding Indebtedness as defined in
clause 1.1 of the Facility Agreement;
	 
	 	2.5.3	 	its obligations under the Security Documents to which it is a
party shall not be discharged, impaired or otherwise affected by reason of the
execution of this Deed or of any of the documents or transactions contemplated
hereby; and
	 
	 	2.5.4	 	its obligations under the Security Documents to which it is a
party shall remain in full force and effect as security for the obligations of
the Borrower under the Facility Agreement and the other Security Documents as
amended by this Deed.






	 	2.6	 	Except as expressly amended hereby or pursuant hereto the Original Facility
Agreement and the Security Documents shall remain in full force and effect and nothing
herein contained shall relieve the Borrower or any other Obligor from any of its
respective obligations under any such documents.










	3	 	Conditions Precedent






	 	3.1	 	The consent of the Agent to the variation of the provisions of the Original
Facility Agreement, the Original Guarantees and the Original Mortgages is conditional
upon and shall not be effective unless and until the Agent has received the following
in form and substance satisfactory to it:






	 	3.1.1	 	on the date of this Deed, one (1) counterpart of this Deed
duly executed by the Borrower and the Guarantors;
	 
	 	3.1.2	 	a written confirmation from the Process Agent that it will act
for the Borrower and the Guarantors as agent for service of process in England
in respect of this Deed;
	 
	 	3.1.3	 	the following corporate documents in respect of each of the
Borrower and the Guarantors (together the “Relevant Parties”):






	 	(a)	 	Certified Copies of any consents required from
any ministry, governmental, financial or other authority for the
execution of and performance by the respective Relevant Party of its
obligations under this Deed or if no such consents are required a
certificate from a duly appointed officer of the Relevant Party to this
effect confirming that no such consents are required;
	 
	 	(b)	 	notarially attested secretary’s certificate of
each of the Relevant Parties:










3









 












	 	(i)	 	attaching a copy of its
Certificate of Incorporation and Memorandum of Association and
Bye-Laws (or equivalent constitutional documents) evidencing
power to enter into the transactions contemplated in this Deed;
	 
	 	(ii)	 	giving the names of its present
officers and directors;
	 
	 	(iii)	 	setting out specimen
signatures of such officers and directors as are authorised by
the Relevant Party to sign documents or otherwise undertake the
performance of that Relevant Party’s obligations under this
Deed;
	 
	 	(iv)	 	giving the legal owner of its shares and the number of such shares held;
	 
	 	(v)	 	attaching copies of resolutions
passed at duly convened meetings of the directors and, if
required by the Agent, the shareholders or members of each of
the Relevant Parties authorising (as applicable) the execution
of this Deed, in the case of Pride of Aloha, the amendment to
the Original Mortgage over m.v. “PRIDE OF ALOHA” and the issue
of any power of attorney to execute the same; and
	 
	 	(vi)	 	containing a declaration of
solvency as at the date of the certificate of the duly
appointed officer of the Relevant Party;






	 	3.1.4	 	the original powers of attorney, if any, issued pursuant to
the resolutions referred to above and notarially attested;
	 
	 	3.1.5	 	a first amendment to the Mortgage over m.v. “PRIDE OF ALOHA”
duly executed and lodged for recordation at the United States Coast Guard
National Vessel Documentation Center; and
	 
	 	3.1.6	 	the issue of such favourable written legal opinions including
in respect of the United States of America and Bermuda in such form as the
Agent may require relating to all aspects of the transactions contemplated
hereby governed by any applicable law,






	 	 	 	PROVIDED THAT no Event of Default and no Possible Event of Default has occurred and
is continuing on the date on which the conditions precedent set out in this Clause
3.1 have been satisfied (subject to Clause 3.2).
	 
	 	3.2	 	If the Agent in accordance with clause 22 of the Original Facility Agreement
decides to permit the amendment of the Original Facility Agreement, the Original
Guarantees and the Original Mortgages hereby without having received all of the
documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver
the remaining documents or evidence to the Agent within fourteen (14) days of the date
of this Deed (or such other period as the Agent may stipulate) and the amendment of the
Original Facility Agreement, the Original Guarantees and the Original Mortgages as
aforesaid shall not be construed as a waiver of the Agent’s right to receive the
documents or evidence as aforesaid nor shall this




4









 






	 	 	 	provision impose on the Agent or the Lenders any obligation to permit the amendment
in the absence of such documents or evidence.










	4	 	Representations and Warranties






	 	4.1	 	The Borrower and each of the Guarantors represents and warrants to the Agent
that:






	 	4.1.1	 	it has the power to enter into and perform this Deed and the
transactions and documents contemplated hereby and has taken all necessary
action to authorise the entry into and performance of this Deed and such
transactions and documents;
	 
	 	4.1.2	 	this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;
	 
	 	4.1.3	 	its entry into and performance of this Deed and the
transactions contemplated hereby do not and will not conflict with:






	 	(a)	 	any law or regulation or any official or judicial order; or
	 
	 	(b)	 	its constitutional documents; or
	 
	 	(c)	 	any agreement or document to which it is a
party or which is binding upon it or any of its assets,






	 	 	 	nor result in the creation or imposition of any Encumbrance on it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and the transactions and documents contemplated
hereby and thereby will not render invalid, void or voidable any security
granted by it to the Agent;
	 
	 	4.1.4	 	all authorisations, approvals, consents, licences, exemptions,
filings, registrations, notarisations and other matters, official or otherwise,
required in connection with the entry into, performance, validity and
enforceability of this Deed and each of the other documents contemplated hereby
and thereby and the transactions contemplated hereby and thereby have been
obtained or effected and are in full force and effect;
	 
	 	4.1.5	 	all information furnished by it to the Agent or its agents
relating to the business and affairs of an Obligor in connection with this Deed
and the other documents contemplated hereby and thereby was and remains true
and correct in all material respects and there are no other material facts or
considerations the omission of which would render any such information
misleading; and
	 
	 	4.1.6	 	it has fully disclosed in writing to the Agent all facts
relating to its business which it knows or should reasonably know and which
might reasonably be expected to influence the Agent in deciding whether or not
to enter into this Deed.




5









 
















	5	 	Expenses
	 
	 	 	The Borrower and the Guarantors jointly and severally undertake to reimburse the Agent on
demand on a full indemnity basis for the reasonable charges and expenses (together with
value added tax or any similar tax thereon and including without limitation the fees and
expenses of legal and other advisers) incurred by the Agent in respect of the negotiation,
preparation, printing, execution, registration and enforcement of this Deed and any other
documents required in connection with the implementation of this Deed.










	6	 	Further Assurance






	 	 	The Borrower and each of the Guarantors will, from time to time on being required to do so
by the Agent, do or procure the doing of all such acts and/or execute or procure the
execution of all such documents in a form satisfactory to the Agent as the Agent may
reasonably consider necessary for giving full effect to this Deed or any of the documents
contemplated hereby or securing to the Agent the full benefit of the rights, powers and
remedies conferred upon the Agent in any such document.










	7	 	Counterparts
	 
	 	 	This Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.










	8	 	Notices






	 	8.1	 	Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Borrower or the Guarantors pursuant to this Deed shall (unless the
Borrower or a Guarantor has by fifteen (15) days’ written notice to the Agent specified
another address) be made or delivered to the Borrower and/or the Guarantors c/o 7665
Corporate Center Drive, Miami, Florida 33126, United States of America (marked for the
attention of Ms Bonnie Biumi and the Legal Department (but one (1) copy shall suffice))
with a copy to c/o Star Cruises Limited, Star Cruises Terminal, Pulau Indah, PO Box No.
288, 42009 Pelabuhan Klang, Selangor Darul Ehsan, Malaysia (marked for the attention of
Mr Gerard Lim). Any notice, demand or other communication to be made or delivered by
the Borrower or a Guarantor pursuant to this Deed shall (unless the Agent has by
fifteen (15) days’ written notice to the Borrower and the Guarantor specified another
address) be made or delivered to the Agent at its Office, the details of which are set
out in schedule 1 of the Original Facility Agreement.
	 
	 	8.2	 	Any notice, demand or other communication to be made or delivered pursuant to
this Deed may be sent by telefax to the relevant telephone numbers (which at the date
hereof in respect of the Borrower and the Guarantors is +1 305 436 4140 (marked for the
attention of Ms Bonnie Biumi) and +1 305 436 4117 (marked for the attention of the
Legal Department) with a copy to +60 3 3884 0213 (marked for the attention of Mr Gerard
Lim) and in the case of the Agent is as recorded in schedule 1 of the Original Facility
Agreement) specified by it from time to time for the purpose and shall be deemed to
have been received when transmission of such telefax communication has been completed.
Each such telefax communication, if made to the Agent by the Borrower or a Guarantor,
shall be signed by the person or persons authorised in writing by the Borrower or the
Guarantor (as the case may be) and whose signature appears on the list of specimen
signatures contained in the secretary’s certificate required to be




6









 






	 	 	 	delivered by Clause 3 and shall be expressed to be for the attention of the
department or officer whose name has been notified for the time being for that
purpose by the Agent to the Borrower and the Guarantor.
	 
	 	8.3	 	The provisions of clauses 23.1, 23.5 and 23.6 of the Original Facility
Agreement shall apply to this Deed.










	9	 	Governing Law
	 
	 	 	This Deed shall be governed by English law.










	10	 	Jurisdiction






	 	10.1	 	The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the existence,
validity or termination of this Agreement) (a “Dispute”). Each party to this Deed
agrees that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no party will argue to the contrary.
	 
	 	 	 	This Clause 10.1 is for the benefit of the Agent only. As a result, no such party
shall be prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction. To the extent allowed by law, any such party may take concurrent
proceedings in any number of jurisdictions.
	 
	 	10.2	 	Neither the Borrower nor the Guarantors may, without the Agent’s prior written
consent, terminate the appointment of the Process Agent; if the Process Agent resigns
or its appointment ceases to be effective, the Borrower and/or the Guarantors (as the
case may be) shall within fourteen (14) days appoint a company which has premises in
London and has been approved by the Agent to act as the Borrower’s and/or the
Guarantors’ (as the case may be) process agent with unconditional authority to receive
and acknowledge service on behalf of the Borrower and/or the Guarantors of all process
or other documents connected with proceedings in the English courts which relate to
this Deed.
	 
	 	10.3	 	For the purpose of securing its obligations under Clause 10.2, the Borrower and
each of the Guarantors irrevocably agrees that, if it for any reason fails to appoint a
process agent within the period specified in Clause 10.2, the Agent may appoint any
person (including a company controlled by or associated with the Agent or any Lender)
to act as the Borrower’s or that Guarantor’s (as the case may be) process agent in
England with the unconditional authority described in Clause 10.2.
	 
	 	10.4	 	No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower or the Guarantors (as the case
may be) of the service of any process or to forward any process to the Borrower or the
Guarantors (as the case may be)) shall invalidate any proceedings or judgment.
	 
	 	10.5	 	The Borrower and each of the Guarantors appoints in the case of the courts of
England the Process Agent to receive, for and on its behalf service of process in
England of any legal proceedings with respect to this Deed.




7









 






	 	10.6	 	A judgment relating to this Deed which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and/or the Guarantors (as
the case may be) and may be enforced without review in any other jurisdiction.
	 
	 	10.7	 	Nothing in this Clause shall exclude or limit any right which the Agent may
have (whether under the laws of any country, an international convention or otherwise)
with regard to the bringing of proceedings, the service of process, the recognition or
enforcement of a judgment or any similar or related matter in any jurisdiction.
	 
	 	10.8	 	In this Clause “judgment” includes order, injunction, declaration and any other
decision or relief made or granted by a court.




IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the
03 day of November 2005 and acknowledge that the effective date of this Deed is 30 September
2005.




	 	 	 	 	 
	SIGNED SEALED and DELIVERED as a DEED

	 	 	)	 
	by
PAUL ALAN TURNER

	 	 	)	 
	for and on behalf of

	 	 	)	     P.A. TURNER
	NCL CORPORATION LTD.

	 	 	)	 
	in the presence of:

	 	VINJAY
JEYARATNAM

V. JEYARATNAM     
	)	 
	 
	 	 	 	 
	SIGNED SEALED and DELIVERED as a DEED

	 	 	)	 
	by
PAUL ALAN TURNER

	 	 	)	 
	for and on behalf of

	 	 
	)	     P.A. TURNER
	NORWEGIAN SPIRIT LIMITED

	 	 	)	 
	in the presence of:

	 	VINJAY
JEYARATNAM

V. JEYARATNAM
	)	 
	 
	 	 	 	 
	SIGNED SEALED and DELIVERED as a DEED

	 	 	)	 
	by PAUL ALAN TURNER

	 	 	)	 
	for and on behalf of

	 	 	)	     P.A. TURNER
	NORWEGIAN STAR LIMITED

	 	 	)	 
	in the presence of:

	 	VINJAY
JEYARATNAM

V. JEYARATNAM
	)	 
	 
	 	 	 	 
	SIGNED SEALED and DELIVERED as a DEED

	 	 	)	 
	by PAUL ALAN TURNER

	 	 	)	 
	for and on behalf of

	 	 	)	     P.A. TURNER
	PRIDE OF ALOHA, INC.

	 	 	)	 
	in the presence of:

	 	VINJAY
JEYARATNAM

V. JEYARATNAM
	)	 






8









 






	 	 	 	 	 
	SIGNED SEALED and DELIVERED as a DEED

	 	 	)	 
	by KH
HOLTH,
Senior Vice President

	 	 	)	     KH
HOLTH
	for and on behalf of

	 	 	)	 
	DnB NOR BANK ASA

	 	 	)	 
	as the Agent

	 	 	)	 
	in the presence of:

	S.H. EIDEM

STIG H. EIDEM

ADVOKAT M.N.A.

STARNDEN 21,0021 OSLO 
	 	)	 






9









 









Schedule 1




Amendment of Original Facility Agreement




	 	 	 
	Definition/Clause	 	Amendment
	Clause 1.1, “Cash
Balance”

	 	“Cash Balance” means, at any date of determination, the unencumbered and otherwise unrestricted
cash and cash equivalents of the NCLC Group;
	 
	 	 
	Clause 1.1,
“Consolidated
Interest Expense”

	 	“Consolidated Interest Expense” means, for any relevant period, the consolidated interest expense
(excluding capitalised interest) of the NCLC Group for such period;
	 
	 	 
	Clause 1.1,
“Permitted Liens”

	 	“Permitted Liens” means (i) any Encumbrance created by or pursuant to the Security Documents (ii)
liens on a Vessel up to an aggregate amount at any time not exceeding ten million Dollars
(USD10,000,000) for current crew’s wages and salvage and liens incurred in the ordinary course of
trading a Vessel (iii) any deposits or pledges to secure the performance of bids, tenders, bonds or
contracts (iv) any other Encumbrance notified by any of the Obligors to the Agent prior to the
Signing Date (v) any Encumbrance in respect of existing Financial Indebtedness of a person which
becomes a Subsidiary of the Borrower or is merged with or into the Borrower or any of its
Subsidiaries (vi) liens on assets leased, acquired or upgraded after the Signing Date or assets
newly constructed or converted after the Signing Date provided that (a) such liens secure Financial
Indebtedness otherwise permitted under this Agreement (b) such liens are incurred within one (1)
year following such lease, acquisition, upgrade, construction or conversion and (c) the Financial
Indebtedness secured by such liens does not exceed the cost of such upgrade or the cost of such
assets acquired or leased (vii) statutory and other similar liens arising in the ordinary course of
business unrelated to Financial Indebtedness and securing obligations not yet delinquent or which
are being contested in good faith by appropriate proceedings and for which adequate reserves have
been established and (viii) liens arising out of the existence of judgments or awards in respect of
the Borrower or any of its Subsidiaries, provided that the aggregate amount of all cash and the
fair market value of all other property subject to such liens as are described in paragraphs (vi)
to (viii) above does not exceed ten million Dollars (USD10,000,000);
	 
	 	 
	Clause 11.2.1(b)

	 	as soon as practicable (and in any event within sixty (60) days after the close of each quarter of
each financial year) a Certified Copy of the unaudited consolidated accounts of the NCLC Group for
that quarter (commencing with the unaudited accounts made up to 30 June 2004);






10









 






	 	 	 
	Definition/Clause	 	Amendment
	Clause 11.2.1(c)

	 	as soon as practicable (and in any event within one hundred and twenty (120) days after the close
of each financial year), beginning with the financial year ending 31 December 2004, annual cash
flow projections on a consolidated basis of the NCLC Group showing on a monthly basis advance
ticket sales (for at least twelve (12) months following the date of such statement) for the NCLC
Group;
	 
	 	 
	Clause 11.2.1(d)(ii)

	 	updated financial projections of the NCLC Group for at least the next five (5) years (including an
income statement and projected results for the operation of the vessels owned and/or operated by
any member of the NCLC Group) and an outline of the assumptions supporting such budget and
financial projections including but without limitation any scheduled drydockings;
	 
	 	 
	Clause 11.2.1(e)

	 	within thirty (30) days of the end of each period of twelve (12) months referred to in the
penultimate sentence of Clause 11.17.1 and at such other times as the Agent may from time to time
reasonably require, a valuation of each of the Vessels obtained in accordance with the provisions
of Clause 11.17;
	 
	 	 
	Clause 11.2.1(f)

	 	as soon as practicable (and in any event within sixty (60) days after the close of each of the
first three (3) quarters of its financial year and within one hundred and twenty (120) days after
the close of each financial year) a statement signed by the NCLC Group’s chief financial officer in
the form of Schedule 6 (commencing with the second quarter of the financial year ending 31 December
2004) and such other information as the Agent may request;
	 
	 	 
	Clause 11.2.1(h)

	 	details of any material litigation, arbitration or administrative proceedings which affect any
Obligor as soon as the same are instituted and served, or, to the knowledge of the Borrower,
threatened (and for this purpose proceedings shall be deemed to be material if they involve a claim
in an amount exceeding ten million Dollars (USD10,000,000) or the equivalent in another currency).
	 
	 	 
	Clause 11.3.1

	 	at all times the minimum Free Liquidity will be not less than fifty million Dollars (USD50,000,000);






11









 






	 	 	 
	Definition/Clause	 	Amendment
	Clause 11.3.2

	 	either:
	 
	 	 
	 

	 	(a) as at 30 September 2005 and as at the end of each subsequent financial quarter the ratio of
Consolidated EBITDA to Consolidated Debt Service for the NCLC Group, computed for the period of the
four (4) consecutive financial quarters ending at the end of the relevant financial quarter, shall
not be less than one point two five (1.25) to one (1.0); or
	 
	 	 
	 

	 	(b) at all times during the period of twelve (12) months ending as at the end of the relevant
financial quarter the NCLC Group has maintained a minimum Free Liquidity in an amount which is not
less than one hundred million Dollars (USD100,000,000); and
	 
	 	 
	Clause 11.17.1

	 	Each of the Vessels shall for the purposes of this Clause 11.17 be valued in Dollars by two (2)
independent firms of shipbrokers or shipvaluers nominated by the Borrower and approved by the Agent
(acting on the instructions of the Majority Lenders) or failing such nomination and approval,
appointed by the Agent (acting on such instructions) in its sole discretion (each such valuation to
be made without, unless reasonably required by the Agent, physical inspection and on the basis of a
sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing
buyer and a willing seller without taking into account the benefit of any charterparty or other
engagement concerning the Vessel). Such valuations shall be obtained as at 31 December of each
year and at such other times as the Agent may from time to time reasonably require but no more
frequently than annually at the Borrower’s expense (unless an Event of Default has occurred and is
continuing) PROVIDED HOWEVER that if the Borrower has requested the drawdown of the Term Loan
Facility or the advance of a Drawing pursuant to Clause 2.3 and, at such time, such valuations are
more than ninety (90) days old, the Borrower shall, upon the Agent’s request and at the Borrower’s
expense, obtain new valuations at that time. The average of the valuations shall constitute the
value of the Vessel for the purposes of this Clause 11.17.
	 
	 	 
	Clause 13.1.4(i)

	 	No Event of Default will arise if the relevant Financial Indebtedness is not accelerated or, if it
is accelerated but, in aggregate, the Financial Indebtedness is less than ten million Dollars
(USD10,000,000);






12









 










Schedule 2




Amendment of Original Guarantees




	 	 	 
	Definition/Clause	 	Amendment
	Clause 9.2.3

	 	details of any material litigation, arbitration or
administrative proceedings which affect any Obligor as
soon as the same are instituted and served, or, to the
knowledge of the Guarantor, threatened (and for this
purpose proceedings shall be deemed to be material if
they involve a claim in an amount exceeding ten million
Dollars (USD10,000,000) or the equivalent in another
currency).






13









 










Schedule 3




Amendment
of Original Mortgages — m.v.s “NORWEGIAN SPIRIT” and “NORRWEGIAN STAR”




	 	 	 
	Definition/Clause	 	Amendment
	Clause 5.1.12

	 	not without the prior written consent of the Mortgagee
to settle, compromise or abandon any claim in respect of
any of the Insurances on the Vessel other than a claim
of less than ten million Dollars (USD10,000,000) or the
equivalent in any other currency and not being a claim
arising out of a Total Loss;
	 
	 	 
	Clause 5.1.13

	 	promptly to furnish the Mortgagee with full information
regarding any casualties or other accidents or damage to
the Vessel involving an amount in excess of ten million
Dollars (USD10,000,000);
	 
	 	 
	Clause 6.1.7(a)

	 	accidents to the Vessel involving repairs the cost of
which will or is likely to exceed ten million Dollars
(USD10,000,000);
	 
	 	 
	Clause 6.1.8

	 	promptly pay and discharge all debts, damages and
liabilities, taxes, assessments, charges, fines,
penalties, tolls, dues and other outgoings in respect of
the Vessel and keep proper books of account in respect
thereof PROVIDED ALWAYS that the Owner shall not be
obliged to compromise any debts, damages and liabilities
as aforesaid which are being contested in good faith
subject always that full details of any such contested
debt, damage or liability which, either individually or
in aggregate exceeds ten million Dollars (USD10,000,000)
shall forthwith be provided to the Mortgagee. As and
when the Mortgagee may so require it will make such
books available for inspection on behalf of the
Mortgagee and provide evidence satisfactory to the
Mortgagee that the wages and allotments and the
insurance and pension contributions of the master and
crew are being regularly paid, that all deductions of
crew’s wages in respect of any tax liability are being
properly accounted for and that the master has no claim
for disbursements other than those incurred in the
ordinary course of trading on the voyage then in
progress or completed prior to such inspection;
	 
	 	 
	Clause 6.1.9

	 	maintain the type of the Vessel as at the date hereof
and not put the Vessel into the possession of any person
without the prior consent of the Mortgagee for the
purpose of work being done on it in an amount exceeding
or likely to exceed ten million Dollars (USD10,000,000)
unless such person shall first have given to the
Mortgagee a written undertaking addressed to the
Mortgagee in terms satisfactory to the Mortgagee
agreeing not to exercise a lien on the Vessel or its
Earnings for the cost of such work or for any other
reason;






14









 






	 	 	 
	Definition/Clause	 	Amendment
	Clause 6.1.10

	 	promptly pay and discharge all liabilities which have
given rise, or may give rise, to liens or claims
enforceable against the Vessel under the laws of all
countries to whose jurisdiction the Vessel may from time
to time be subject PROVIDED ALWAYS that the Owner shall
not be obliged to compromise any liabilities as
aforesaid which are being contested in good faith
subject always that full details of any such contested
liabilities which, either individually or in aggregate,
exceed ten million Dollars (USD10,000,000) shall be
forthwith provided to the Mortgagee. If the Vessel is
arrested or detained for any reason it will procure the
Vessel’s immediate release by providing bail or taking
such other steps as the circumstances may require;






15









 










Schedule 4




Amendment
of Original Mortgage — m.v. “PRIDE OF ALOHA”




	 	 	 
	Definition/Clause	 	Amendment
	Clause 5.5.7.1

	 	accidents to the Vessel involving repairs the cost of
which will or is likely to exceed ten million Dollars
(USD10,000,000);
	 
	 	 
	Clause 5.5.8

	 	promptly pay and discharge all debts, damages and
liabilities, taxes, assessments, charges, fines,
penalties, tolls, dues and other outgoings in respect of
the Vessel and keep proper books of account in respect
thereof PROVIDED ALWAYS that the Owner shall not be
obliged to compromise any debts, damages and liabilities
as aforesaid which are being contested in good faith
subject always that full details of any such contested
debt, damage or liability which, either individually or
in aggregate exceeds ten million Dollars (USD10,000,000)
shall forthwith be provided to the Mortgagee. As and
when the Mortgagee may so require it will make such
books available for inspection on behalf of the
Mortgagee and provide evidence satisfactory to the
Mortgagee that the wages and allotments and the
insurance and pension contributions of the master and
crew are being regularly paid, that all deductions of
crew’s wages in respect of any tax liability are being
properly accounted for and that the master has no claim
for disbursements other than those incurred in the
ordinary course of trading on the voyage then in
progress or completed prior to such inspection;
	 
	 	 
	Clause 5.5.9

	 	maintain the type of the Vessel as at the date hereof
and not put the Vessel into the possession of any person
without the prior consent of the Mortgagee for the
purpose of work being done on it in an amount exceeding
or likely to exceed ten million Dollars (USD10,000,000)
unless such person shall first have given to the
Mortgagee a written undertaking addressed to the
Mortgagee in terms satisfactory to the Mortgagee
agreeing not to exercise a lien on the Vessel or its
Earnings for the cost of such work or for any other
reason;
	 
	 	 
	Clause 5.5.10

	 	promptly pay and discharge all liabilities which have
given rise, or may give rise, to liens or claims
enforceable against the Vessel under the laws of all
countries to whose jurisdiction the Vessel may from time
to time be subject PROVIDED ALWAYS that the Owner shall
not be obliged to compromise any liabilities as
aforesaid which are being contested in good faith
subject always that full details of any such contested
liabilities which, either individually or in aggregate,
exceed ten million Dollars (USD10,000,000) shall be
forthwith provided to the Mortgagee. If the Vessel is
arrested or detained for any reason it will procure the
Vessel’s immediate release by providing bail or taking
such other steps as the circumstances may require;





16









 






	 	 	 
	Definition/Clause	 	Amendment
	Clause 5.5.27

	 	not without the prior written consent of the Mortgage to
settle, compromise or abandon any claim in respect of
any of the Insurances on the Vessel other than a claim
of less than ten million Dollars (USD10,000,000) or the
equivalent in any other currency and not being a claim
arising out of a Total Loss;
	 
	 	 
	Clause 5.5.28

	 	promptly to furnish the Mortgagee with full information
regarding any casualties or other accidents or damage to
the Vessel involving an amount in excess of ten million
Dollars (USD10,000,000);







17









 












Schedule 5




Quarterly Statement of Financial Covenants




	 	 	 
	TO:

	 	DnB NOR BANK ASA
	 

	 	Stranden 21
	 

	 	NO-0021 Oslo
	 

	 	Norway
	 
	 	 
	 

	 	Attn: Mr Jon Flovik





We refer to clause 11.3 of the loan facility agreement dated 7 July 2004 (as amended, varied and/or
supplemented from time to time) (the “Facility Agreement”) between (among others) you as agent and
ourselves as borrower. Terms defined in the Facility Agreement shall have the same meanings
herein.



We hereby certify the amounts set out in the attached schedule as at the last day of the financial
quarter ending                      20[          ] for NCL Corporation Ltd. (the “Borrower”) and its
subsidiaries on a consolidated basis. We also hereby certify that the Borrower is in compliance
with all the financial covenants set out in clause 11.3 of the Facility Agreement [[and that no
Event of Default or Possible Event of Default has occurred and is continuing][an [Event of
Default][Possible Event of Default] has occurred and is continuing under clause 13.1.[ ] of the
Facility Agreement and the following step[s][is/are] being taken to cure the same: [     ]]].




NCL CORPORATION LTD.




	 	 	 
	 	 	 
	By: [                    ]
	 	 
	Chief Financial Officer
	 	 
	 
	 	 
	Dated:                               20[     ]

	 	






18









 





Schedule




Statement of Financial Covenants as of [                     ] 20[            ] (in USD’000)




	 	 	 	 	 	 	 	 	 
	Clause (of

Facility
	 	 	 	 	 	 	 	 
	Agreement)	 	 	 	as of [·]	 	Required Covenants  
	11.3.1/	 	Free Liquidity	 	A	 	A>USD50,000,000
	11.3.2(b)**	 	 	 	 	 	(11.3.1)**
	 
	 	 	 	 	 	 	A>USD100,000,000
	 	 	 	 	 	 	(11.3.2(b))**
	11.3.2(a)	 	Consolidated EBITDA:	 	B	 	>1.25:1
	 

	 	Consolidated Debt Service
	 	C	 	 	 	 
	11.1.3	 	Total Net Funded Debt:	 	D	 	<0.65:1 up to 31
	 	 	 	 	 	 	December 2007
	 	 	 	 	 	 	<0.60:1 thereafter
	 

	 	Total Capitalisation
	 	E	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 

	 	Consolidated EBITDA	 	 	 	 	 	 
	 	 	Consolidated Net Income (loss)	 	x	 	 
	(Deduct)/Add:	 	(Gain)/Loss on sale of assets or reserves	 	x	 	 
	Add:	 	Consolidated Interest Expense	 	x	 	 
	Add:	 	Depreciation and amortisation of assets	 	x	 	 
	Add:	 	Impairment charges	 	x	 	 
	(Deduct)/Add:	 	Other non-recurring charge (gain)	 	x	 	 
	Add:	 	Deferred income tax expense	 	x	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Consolidated EBITDA	 	x	 	B
	 

	 	 	 	 	 	 	 	 
	 	 	Consolidated Debt Service	 	 	 	 
	 	 	Principal paid/payable (excluding balloon payments,

voluntary prepayments/repayments on sale/total loss of an
NCLC Fleet vessel)	 	x	 	 
	Add:	 	Consolidated Interest Expense	 	x	 	 
	 	 	Distributions	 	x	 	 
	 	 	Rent under capitalised leases	 	x	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Consolidated Debt Service
	 	 	 	x
	 	C
	 

	 	 	 	 	 	 	 	 
	 	 	Total Net Funded Debt	 	 	 	 
	 	 	Indebtedness for Borrowed Money	 	x	 	 
	Add:	 	Guarantees of non-NCLC Group members’ obligations	 	x	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	x	 	 
	 

	 	 	 	 	 	 	 	 
	Deduct:

	 	Cash Balance
	 	 	 	(x)	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Total Net Funded Debt
	 	 	 	(x)
	 	D
	 

	 	 	 	 	 	 	 	 
	 

	 	Total Capitalisation	 	 	 	 	 	 
	 

	 	Total Net Funded Debt
	 	 	 	x	 	 
	Add:	 	Consolidated stockholders’ equity	 	x	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Total Capitalisation	 	x	 	E
	 

	 	 	 	 	 	 	 	 





19









 






For and on behalf of NCL CORPORATION LTD.




	 	 
	 	 
	[                    ]
	 






I, [ ], the officer primarily responsible for the financial management of the NCLC
Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial
Covenants as of [ ] 20[ ], in my opinion, is true and correct.



	 	 
	 	 
	[                    ]
	 
	Chief Financial Officer
	 
	NCL CORPORATION LTD.
	 





Dated:                               20[ ]




 







	**	 	Evidence satisfactory to the Agent of A at all times during the relevant period shall be
provided together with this statement






20